The X Factor: The Transformers Meet the XMen
by PhantomTF
Summary: The Decepticons discover that humans aren't as weak as they'd like to believe. INCOMPLETE
1. Chapter One

The X Factor  
(or The Transformers vs. The X-Men)

by Phantom

Well, here it is -- the crossover you never thought you'd see! Come to think of it, there ARE some stranger ones out there... Anyway, this was actually my first fanfic, which I began last year but put it aside in favor of others, and now I am resurrecting it. Any comments, flames, and other communication will be appreciated. I don't bite -- I only nibble a bit. :)

Warnings for occasional foul language.

Disclaimer time (collective groan): The Transformers are owned by Hasbro and various other companies (namely, not me). The X-Men are owned by Marvel and probably some other companies too (also not me). Other than Phantom, who is my creation, somebody else holds the rights to these characters. (Whew! Glad that's over!) 

UPDATE: This fanfic is incomplete and I have no plans to complete it (see Author's Note). If you do not like WIPs, please do not proceed! 

Chapter One 

"Just when I thought I'd seen everything," grumbled Wolverine as he scowled at the newspaper's front page. "'GIANT ROBOTS ATTACK NUCLEAR POWER PLANT'. And I thought the Sentinels were bad news!" 

"I thought you didn't read The Enquirer," Cyclops commented, his voice slightly muffled. He withdrew his head from the refrigerator, a carton of orange juice in his hand. 

"Giant robots? Give me a break," Jubilee groaned. "That reporter's becoming as loony as the nuts he writes about. Hey, can I have the funnies?" 

"Let me see that," said Phantom. Wolverine handed her the newspaper. She brushed back her long black hair as she skimmed the article. "If this attack on the power plant is genuine, we could have a problem on our hands." 

"Problème?" inquired a thick Cajun accent. "Mais mademoiselle, there can be no problem when Gambit is around. Bonjour, mes amis." 

"Bonjour, Gambit," Phantom replied. "Comment allez-vous? Ça va?" 

"Ah, comme-ci comme-ça, chère. Can't complain. What's this about a problem?" 

"Somebody's been sniffin' news ink too long," growled Wolverine. 

Phantom held out the newspaper. "Look at this, Gambit. I may have just joined the X-Men, but I've seen my share of weird things. I don't think we should dismiss this so easily." 

"Can't I at least finish my Wheaties before I save the world?" Jubilee complained. 

//Professor//, Phantom called out telepathically. //I think you should come look at this.// 

//On my way, Phantom//, Professor Xavier replied, using his own telepathic powers. 

Several minutes later, the Professor glided in on his yellow hoverchair. Cyclops addressed him. "Good morning, Professor. Would you like some orange juice?" He held out the container. 

"No thanks, Scott." Cyclops shrugged as he drained his glass. The Professor smiled. "It is nice to have a peaceful breakfast for once, though. What did you want to show me, Laurie?" 

"I'm worried about this." Phantom pointed out the bold-faced article on the newspaper's front page. "Giant robots aren't the usual headline material." 

"Hmm," the Professor murmured as he glanced over the article. "They obviously aren't Sentinels. I wonder -- could the government create such robots? Judging from this picture, each robot is different. The Sentinels are invariably the same and are made from the same mold. No, I don't think that this has anything to do with the Sentinels. I'm glad you brought this to my attention, Phantom." 

Wolverine snorted. "Don't tell me you're falling for some pathetic journalist's attempt to win a Pulitzer." 

The Professor reached for the stack of waffles in the center of the table. "Wolverine, I've learned to never dismiss anything that seems unusual, or even impossible. You -- in fact, all of us at this table -- are living proof that the impossible can happen." 

Phantom grinned. "Maybe the rest of the world fears and hates us, but I enjoy being different. It must be horribly boring to be normal." 

"I imagine so," the Professor chuckled. "Anyway, we cannot afford to dismiss anything that seems impossible, for we know that nothing is truly impossible." 

"I can use Cerebro to find out more about these robots," Phantom suggested. 

Professor Xavier nodded at her. "Thank you, Phantom. We need to find out whatever we can. Jean can lend a hand if you need it." 

* * * * *

"I'm worried, Prowl," stated the Autobot leader. "The Decepticons' attacks have gotten more aggressive in their quest for energy." 

"Don't worry about it, Prime. I'm already thinking of strategical moves to make against the Decepticons." 

"But that's not my main concern, Prowl. As leader of the Autobots, it is my duty to protect the beings of this planet. In a way, it is my fault that the Decepticons are on Earth." Optimus Prime looked distressed. "If I hadn't ordered the Autobots to take the Ark, our largest spaceship, and search for energy, we never would have crashed on this planet." 

Prowl spoke patiently, attempting to reassure his leader. "You know that it's not your fault, Optimus. We were desperately low on energy, and the Decepticons were planning to use their energy to take control of the entire universe! We had to search for energy to put a halt to their conquest of Cybertron. Also, we never would have had to crash-land on this planet in the first place if the Decepticons hadn't attacked us in space." 

Prime spoke thoughtfully. "Perhaps you're right, Prowl. You know that you are my most trusted advisor. But I can't help feeling responsible for the destruction of the Earthlings' property, not to mention the injuries that they have suffered at the hands of the Decepticons. What's worse, I had hoped to conceal our presence on this planet. That is one of the reasons why we can transform and hide our true nature from the beings that habitate this world. The Decepticons have now made our concealment impossible. I fear that our presence alone will cause panic." 

"It is true that the Decepticons will cause untold damage to this world, unless we stop them," agreed Prowl. "We have no choice but to expose ourselves to stop them." 

"If only there were some other way," Prime mused. "If only there were a way to win the humans' trust. If only they could learn to trust us, instead of fearing us. We could do much as allies." 

Prowl shook his head. "That would take a lot of work, Optimus. I don't know if we can ever forge an alliance with the humans. Our efforts would be better spent on stopping the Decepticons from draining this world of its energy. I'm going to double-check the Ark's security defenses. I suggest you focus your thoughts on stopping the Decepticon menace." 

Prime watched as his advisor left the room, then let his head droop slightly. If only there were a way to stop the Decepticons from destroying this planet, as they had done to the Transformers' beloved planet of Cybertron. He felt the burden of responsibility bearing down on him heavily. 

* * * * *

"Amazing," murmured Phantom. 

"What have you found?" Jean asked. 

Phantom sat up straight in her chair, removing the helmet that had connected her to Cerebro, the incredibly powerful super-computer that used telepathy to function. Jean Grey was usually the one to use Cerebros, aside from Professor X, but the Professor had decided that his new pupil would benefit from learning how to interact with Cerebro. 

"I think," Phantom said slowly, "that we should call a meeting. This information needs to be shared with everyone." //Professor//, she thought. //I believe that all of the X-Men need to hear my findings.// 

//Agreed//, replied the Professor. //X-Men, there will be a meeting held in the War Room in five minutes. Your attendance is mandatory.// 

Exactly five minutes later, the entire X-Men Gold and Blue teams were seated in the War Room. It was a rather tight fit, and Storm, who had claustrophobia, was beginning to feel a bit uncomfortable. Her discomfort was forgotten, however, when the Professor cleared his throat. 

"Thank you for your attendance, my X-Men. I am aware that this meeting has been called on short notice, but we have encountered a problem that may require our special talents. Phantom, please enlighten us to what you have discovered." 

Phantom calmly surveyed her teammates as she spoke. "There have been reports of large robots attacking areas all over America. I am aware of the Sentinels' existence, but clearly this is not their work. From what I was able to observe with Cerebro, the government is at a loss to explain their presence. Also, it seems that the military lacks the power to stop these robots. I did notice a pattern within their attacks. These robots have targeted energy facilities for their raids. I am certain that this is an important clue to their motives. As of yet, I have been unable to determine what they plan to do with their stolen energy, but I'm sure that it can't be anything good." 

"You mean that these gigantic metal monsters actually exist? Bummer!" exclaimed Jubilee. 

The Professor addressed his pupils once again. "These strange beings pose a threat to the continent, and possibly the entire world. The military is obviously ill-prepared to deal with this menace. The attack on the power plant alone has caused millions of dollars of damage, thirty-eight injuries, and seven fatalities. This time, humans and mutants alike are threatened. I know that the world is not ready to accept mutants, and that we are both hated and feared for our abilities. But there is no telling what these robots may do. We must put a stop to these energy raids as soon as possible!" 

"But sir," Cyclops spoke up, "how will we know where they will strike next?" 

"I have programmed Cerebro to search for any unusual activity across the United States. If these robots attempt another attack, we will know about it at once." 

With those words, alarms began to sound. The dull monotone of Cerebro reported, "Activity of large robots reported at Bowley Dam in northern Oregon." 

"These guys work fast," drawled Rogue with a thick Southern accent. "We'll just have to teach these fellas some good old-fashioned manners!" 

Professor X ordered, "X-Men, take the Blackbird and stop these robots before they cause untold damage. Good luck!" 

"We won't let you down, Professor!" Cyclops vowed. 


	2. Chapter Two

Chapter Two 

Despite Jubilee's pleadings to fly the Blackbird herself and Gambit's protests to let him retrieve his gumbo from the refrigerator, the Blackbird made good time on the way to Oregon. Flying at Mach speeds, the Blackbird quickly reached the site of Bowley Dam. 

"Mon Dieu!" Gambit exclaimed. "These robots, they are enormous! But never fear, Gambit's got a few aces up his sleeve." He shuffled his pack of cards with one hand. 

"Put those away, Gambit," scolded Cyclops. "We have to concentrate our next move." 

The Blackbird suddenly banked hard to the right, narrowly missing a destructive laser blast. Everyone inside was thrown out of their seats, except for Phantom. 

"What's going on?" gasped Jubilee. 

Phantom replied, "Luckily, I was paying attention to what was happening on the ground. I used my telekinetic powers to control the Blackbird and dodge the energy blast. I suggest that we land as soon as possible -- these robots don't seem at all friendly!" 

Cyclops took her advice and quickly found a large patch of ground suitable for landing. "Get ready, people! We're going in!" 

Cyclops avoided another barrage of laser fire as he landed the Blackbird. "We're down! Let's go out there and see if we can lend a hand." 

"Aye-aye, cap'n!" Cyclops ignored Gambit's ill-timed humor. 

* * * * * 

"What's this?" a silvery-gray robot murmured in surprise. "Humans have arrived to try to stop us. Quite amusing." He chuckled softly. 

"Do not worry, Megatron!" mocked Starscream, Megatron's insubordinate second-in-command. "I will take care of the Earth creatures, if you are too afraid." 

"AFRAID?!! Starscream, be thankful that I will not slag you on the spot! I need able-bodied warriors to help me gather energy and vanquish those weakling Autobots, but I will not tolerate insubordination! Keep that in mind!" 

"Look, Megatron!" Skywarp spoke. "The fleshlings are emerging from their vehicle. Can I crush one?" 

"Skywarp, your imbecility is beginning to annoy me," Megatron growled. "Do whatever you like to the flesh creatures, but be quick about it! We have energy to gather." 

"What fun! Come help me, Thundercracker!" Skywarp gloated. 

Thundercracker looked uncertain. He thought that it would only be a waste of time and energy to harm the flesh creatures. "No thanks, Sky," he replied. "I'm going to help gather energy." 

"Spoilsport! Oh well, I'll have all the fun to myself!" 

* * * * *

"Look out!" Phantom yelled. One of the large robot, a black one with wings, was lifting up his large foot. Jean looked up and saw the danger looming right above her. She quickly rose up in the air, easily avoiding the descending foot. 

"What the--?!" sputtered the robot. 

"Leave her alone!" Jubilee screamed, extending her arms. Blasts of pyrotechnic energy, bearing a remarkable resemblance to fireworks, shot from her fingertips. They struck the robot fully in the faceplate. 

"Megatron, help me!" yelled Skywarp as he fell backwards, crashing into the ground. The Decepticons turned and gaped. Skywarp was on the ground, begging for aid. 

"Skywarp! You pathetic excuse for a Decepticon! You can't even squash one human without bungling it!" roared Megatron. 

"Let me prove my worth, Megatron! *My* superior talents will succeed where Skywarp has miserably failed!" bragged Starscream. 

"Very well," Megatron conceded. "But make it fast! The energy here takes priority." 

* * * * *

"Here comes another one!" Jean announced, floating to the ground. 

"Puny humans! You are no match for me!" Starscream laughed as he aimed his null ray at the cluster of humans. 

"I summon the forces of the heavens to stop you, robot!" Storm rose up in the air. Starscream gasped. A mere flesh creature -- flying?! Squishies couldn't fly! He was sure of it! 

Starscream was even more bewildered when he looked at the sky. Clouds had begun to gather, even though the sky had been crystal-clear a moment ago. "What is going on?" he wondered. The answer was, well, shocking! Storm gathered the power of the elements within her, releasing it in the form of a lightning bolt. "Aiee!" Starscream shrieked as the electricity tore through him. 

"Take that!" Jubilee yelled defiantly. "That'll teach you to mess with us, tincans!" 

"Tincans is right," Phantom snickered. "Hey, tin woodsmen! Why don't you guys go back to Oz?" 

Skywarp was horrified by their reaction. He obviously had no comprehension of the joke, but even he could tell that he was being made fun of. The laughter of the X-Men echoed through his head, taunting him. 

"Good one, kid," Wolverine growled, chucking in spite of himself. "It's time we recycled these guys." 

"Megatron!" Skywarp whined. "The squishies are laughing at us!" 

"What?!" Megatron roared in surprise. The laughter itself did not bother him because even his fellow Decepticons made fun of Thundercracker. What was disturbing was the lack of fear that these fleshlings portrayed. They were supposed to be fleeing in terror, not laughing at his warriors! 

He stepped outside, nearly tripping over Starscream's body, which was still smoking slightly. "Owww," Starscream whined pitifully. 

"What is going on here?" Megatron demanded. 

"That squishy zapped me with lightning! It's not fair! They're not supposed to be able to do that!" 

"Hah!" Megatron laughed scornfully. "If a mere fleshling can beat you, Starscream, what chance do you have of succeeding me as leader?" Starscream only glared at him defiantly. 

"Megatron," Soundwave spoke suddenly. "I believe that some of these fleshlings are telepathic." 

"Telepathic? How is this possible?" Megatron asked incredulously. "See if you can read their minds, Soundwave. Try to find out how they have acquired such powers." 

Soundwave surveyed the gathered fleshlings, using his mental abilities to locate the telepaths. "Attempting to scan," he announced to his leader. 

Phantom stopped short suddenly, feeling an alien mind probe hers. She smiled to herself when she discovered that the robot could not make sense of her thoughts. 

"Scan unsuccessful," Soundwave declared, somehow managing to sound regretful despite his monotone. "Fleshling's thoughts are encrypted. Unable to decipher." 

"No matter," Megatron said dismissively. "We should--" 

"AAAAAAAAAAAAAAAAAUUUUGH!" A loud cry of pain interrupted his words. He turned in shock to see Soundwave crouched on the ground, clutching his head with both hands. 

"Soundwave!" he exclaimed. He had never heard his friend cry out in pain that way before. 

"I hope that hurt," a voice said with satisfaction. "That'll teach you to mess with my mind." 

Megatron peered down far below him. On the ground stood a female fleshling with flowing black hair. Her hands were placed on her hips in defiance. "You are responsible for this?" he growled angrily, gesturing to his communications officer, who was still clutching his head in agony. 

"Of course," Phantom replied matter-of-factly. "Even though he couldn't read my mind, I still don't appreciate his efforts to try. I decided to teach him a little lesson." She mentally reached out to the blue robot's mind, squeezing harder and eliciting another sharp cry of pain. 

"Impossible!" Megatron roared. "Humans cannot do such things!" 

"Oh, reeeeally?" Phantom sneered. "I guess we're just figments of your imagination." 

"Silence!" Megatron exclaimed angrily. "You have become an annoyance to me. Prepare to be terminated." He reached down and snatched the young woman from the ground, lifting her high in the air. 

Phantom smiled at him mockingly as he prepared to crush her in his fist. She concentrated briefly, and her body burst into bright red flame. With a cry of surprise and pain, Megatron released her. Using her telekinesis, she slowed her fall and drifted gently back down to the ground. "Moron," she muttered to herself. 

Megatron clutched his scorched hand to his side. "Decepticons! Amass the energon cubes and prepare to depart!" 

Several Decepticons rushed out from inside the building, arms laden with energon cubes filled with power they had stolen from the dam. They stopped short when they saw Starscream lying damaged on the ground and their comrades battling a bunch of humans, who actually seemed to be winning. 

Megatron strode over to them and briefly examined the cubes as they were piled up before him. "I had hoped for more, but I suppose it will have to suffice. The interference of these fleshlings has become an impediment. Very well, let's transport this energy back to our headquarters." He reached for the nearest stack. 

"Not so fast!" Cyclops exclaimed, unleashing an optic blast, which connected with the stack of energon that Megatron was reaching for. It exploded, creating a chain reaction that reached the other cubes, causing them to explode as well. 

Megatron cried out in anger and pain as the concussive force of the blast smacked into him, knocking him backwards. Ignoring the signals from his pain receptors, he straightened up stiffly and glanced around. His warriors lay strewn around on the ground, looking dazed. The few that were still standing were being slowly defeated by the bizarre flesh creatures. 

Megatron sighed to himself. His pride stung with the realization of what his next words would be. "Decepticons, retreat!" he announced. "We have sustained too much damage to remain here." 

Slowly and painfully, his troops drew themselves to their feet and followed him into the sky. As a parting shot, Megatron fired his fusion cannon. The blast struck Bishop, who absorbed the energy into his body and then unleashed it in the direction from which it had come. He smiled grimly as he watched a trail of smoke stream from the silvery white robot as it began to fall from the sky. 

"All right!" Jubilee exclaimed, exchanging a high-five with Phantom. "We did it! We showed those Oz-lovers who's boss!" 

The sound of approaching engines made the X-Men turn. "Be prepared, team," Cyclops cautioned. "These could be more of them." 

Phantom reached out with her mind, attempting to read the thoughts of the machines that approached. "Yes, they are sentient," she mused. She squeezed her eyes shut, concentrating hard. She could not read their minds the way she was used to reading human minds, but she was sure there was a way. She allowed her instincts to take over, searching for a way to decode the mechanical impulses coming from the minds of the approaching vehicles and translate them into neural impulses that she could understand. 

Her green eyes opened and gazed curiously at the approaching mechanisms. "I understand now," she murmured. It was so easy, really. Once she had figured out how to translate their thoughts, it was quite simple to read their minds and understand their thoughts. "These robots pose no threat to us. They have arrived to stop the ones that were just here. Of course, they are too late." 

"You can read their minds?" Jean exclaimed in surprise. She tried to scan their thoughts herself, but she could not make sense of them. 

"It's easy, really," Phantom assured her. "Since I haven't been with you guys very long, I'm used to figuring out how to use my powers on my own. I've become accustomed to using them in unorthodox ways." 

The group of super-powered humans gaped as the vehicles before them pulled up and transformed, revealing their true robotic forms. The lead vehicle, a red semi truck, transformed and looked around in surprise. The Decepticons were nowhere in sight. He then turned toward the sky and gaped in astonishment. The Decepticons were fleeing, and without a single cube of energon! Megatron, who was trailing smoke, was being assisted by Soundwave. 

"What is going on?" he mused, studying a large patch of scorched earth. Then he caught sight of the humans before him. 

Phantom stepped forward to greet them. "What took you so long?" 

Optimus Prime could only stare. 


	3. Chapter Three

Chapter Three 

"Hel-lo! I'm talking to you! Do you speak English? Parlez-vous anglais?" Phantom scowled up at the towering red robot. 

Prime gave himself a mental shake. "Forgive me. It was not my intention to ignore you. Are you all right? Have any of you been injured?" 

"Naw, we whipped those tin cans easily. No sweat," Jubilee bragged. A white robot with flashing panels on the sides of his head stepped toward her. "Eep!" she cried out and dodged behind Phantom. 

Phantom gazed at her scornfully, then turned back to the enormous figure before her. "Despite Jubilee's conceit, she speaks the truth. We're perfectly fine." 

"How can this be?" drawled another red robot, smaller in stature than the first. "Ah've nevah seen a Decepticreep run away from a fight without shakin' up some poor flesh creature." 

"Flesh creature?" Phantom said in a dangerous tone. "Look, Rambo-bot, I don't give a damn how big you are or how many 'flesh creatures' you can squish, I don't have to take your bullshit. Now go away and leave us alone. Your kind has caused enough damage for one day." 

"Aw, Ah'm sorry, missy." Seeing her glare at that word, Ironhide hurriedly continued. "Ah didn't mean nuthin' by it." 

"We only came to save you," a small yellow robot interjected. Phantom was rather intrigued, for he was not much bigger than she was, but still remained unmollified. 

"Save us? As if!" she sneered. "We've done very well on our own, thank you very much." 

Rogue shook her head. "Aw, don't be rough on them, sugah. They're only tryin' to help. Ah'm impressed to see such manners. Listen up, fellas -- that means you, Gambit -- y'all might learn a thing or two." 

"'Ey!" Gambit exclaimed, feigning hurt feelings. "Gambit eez always a gentleman." 

"Stick it in your gumbo, swamp rat," Rogue laughed. 

Meanwhile, the largest robot had been busy surveying the area. "That does not resemble any Decepticon aircraft I know," he said, gesturing toward the Blackbird. 

Cyclops replied, "No, that's our... No! The Blackbird!" 

Everyone turned to see what his outburst was about. Jubilee let out a wail of despair. Wolverine growled angrily and unsheathed his claws. Before them lay their means of transportation, one wing sheared off and the tail completely vaporized. 

Storm shook her head sadly. "Merciful goddess, what will we do? We cannot just leave the Blackbird here, nor can we return to the mansion until we are sure that this area is secure." 

Cyclops turned back to the robots before them. "Is there any way you can help us?" he asked respectfully. 

"Who ARE you guys, anyway?" Jubilee wondered. 

The largest robot addressed her question. "I see that I am in error again. Please accept my apologies. We are Autobots, from the planet Cybertron. The robots that just left here are known as the Decepticons, led by Megatron. It is our sworn duty to protect this planet." 

Phantom rolled her eyes. She'd heard pretty speeches before and wasn't impressed. 

"I am Optimus Prime, leader of the Autobots," he continued. He gestured to the robots behind him. "This is Ironhide..." he said as he gestured to the other red robot that had unintentionally offended the humans, "...Wheeljack...," who was the white robot with the flashing panels on his head, "...Bumblebee...," the small yellow robot, "Ratchet, and Hoist." The last two, a white robot with red hospital crosses on his shoulders, and a green robot, gazed thoughtfully at the damaged plane. 

"See what you can do," Prime instructed them. The duo walked over to the plane. They murmured softly to each other as they inspected the wreckage. 

"Very impressive," Hoist remarked. "I didn't think the humans possessed such technology." 

Phantom sighed in exasperation. "Never mind that, can you fix it? I'd prefer not to fly home." 

"Are you sure? Skyfire or Powerglide can easily transport you wherever you need to go," Bumblebee replied. 

She shook her head. "I meant that I didn't want to fly back under my own power. I'd be flying into the wind, and I'm not sure that I have enough energy to fly across the continent." 

Bumblebee looked puzzled. "I thought humans couldn't fly." 

"It's a long story. Ask Cyclops, he loves giving explanations and feeling important." 

Ratchet and Hoist headed over to their leader to give their report. "We believe that we can repair the damage," the green tow truck stated, "but it may take some time. We are not familiar with the technology used to construct this aircraft." 

Ratchet nodded in agreement. "I believe that we should take it back to the base for repairs. We have more equipment there, and this area is too exposed." 

Prime stood silently for a few moments, contemplating the next move. "All right," he consented. "But where will you stay?" he asked the X-Men. 

They looked at each other, wondering the same thing. "We don't have the money for a hotel room," Cyclops announced, "and I don't feel right about asking the Professor to wire us any." 

Phantom frowned. "I've got plenty of money, but my dad will hit the roof if I pay for everyone." 

"There's plenty of room at the base," Wheeljack suggested. "Spike and Sparkplug can give us a hand and explain their needs more fully." 

"Far out! This is way cool!" Jubilee exclaimed exuberantly. "I get to bunk with aliens from another planet! Hey!" She frowned suspiciously. "If you're from another planet, how come you speak English?" 

"It's simple, really," Bumblebee explained. "We use a universal translator that decodes most languages into Cybertronian so that we can understand them. Over time, when the language becomes familiar to us, the language is downloaded into our language databanks, and a translation is no longer needed. We have become fluent in your Terran languages in this way." 

"Oh, okay," Jubilee replied, pretending to understand. "Let's get going to this base then. I'm way psyched to see where you guys chill!" 

"Chill? Is it going to snow?" Bumblebee asked. 

Jubilee laughed. "No, you numb!" 

While she and Bumblebee chatted, Jean was helping Ratchet and Hoist prepare the Blackbird for towing. She secured the loose articles in the cockpit, then when she heard the "okay" from outside, switched on the cloaking device. She heard murmurs of amazement from outside as the plane appeared to disappear (not a pun). She exited the craft with a navy backpack over her shoulder. 

"I believe this belongs to you," she said, handing it over to Phantom. 

"Hey, thanks," Phantom replied. "This has all my important stuff in it." 

Hoist, in tow truck mode with the hook attached somewhere to the invisible plane, started his engine. At the command "Autobots, transform and roll out!" the others contorted their forms into various vehicles. 

"No way!" Jubilee gaped. "This is the second time I'm seeing it, and I still don't believe it!" 

"Hop in!" Bumblebee invited, opening the driver-side door. 

"All right! I get to sit in the driver's seat!" Jubilee was in heaven. 

Bumblebee chucked. "Just remember who's driving!" 

The rest of the X-Men climbed into the various automobiles awaiting them. Phantom headed for the large tractor-trailer and jumped up into the cab. She was determined to learn everything she could about these weird robots. 


	4. Author's Note

Author's note:

Greetings, reader of "The X Factor". This was the first fanfic that I wrote that was entirely my idea (the two others I wrote previously were follow-ups to work completed by others). When I began the story, I was eager and full of excitement. I swore I would never leave a WIP or let my website languish with dead links and infrequent updates.

As it happened, bigger plot bunnies hopped my way. I wrote like mad, churning out many original stories. I had always hoped to come back to this one, but the concept I had was too big and the ending (at least for this particular chapter of Phantom's life) remained unclear. Real life intervened, and my website and eventually my writings came to be neglected.

Too much time has passed for me to continue this story. Alas, I has great plans for it, and since it will not be continued, I will share my concepts with you.

Phantom is the alias for Laurie Allen, a the daughter of one of the richest men in the country. Many members of her extended family seem to die young and mysteriously, including her mother and indentical twin sister. Nearly driven mad by grief, at the age of 10 she decided to learn all she could about how to defend herself and remaining family members (she's now 19).

She comes off as a bit Mary-Sueish in this fic, but she's actually a bit of a sociopath, making friends and connections while all the while learning deadly combat methods in the hopes of finding her family's killer. She learned martial arts from an aging master, and when her mutant powers (telekinesis branching into intangibility and flight, telepathy, pyrotechnics/fire) manifested, she gladly added them to her arsenal. She joined the X-Men to further hone her powers. Rather shockingly to the X-Men, they learn that she is also a member of G.I. Joe. Since the government often threatens mutants, they're rather taken aback, as are the Joes, who have been told that the X-Men are renegades.

Phantom finds herself caught between the X-Men and G.I. Joe, but through her relations with both teams, manages to unite them against the common Decepticon threat. There is a rather neat passage that I'm sorry I will never get to write, where Phantom masters the art of astral projection and manages to possess Megatron's body. Image the Decepticon leader's horror as a mere "puny flesh creature" commandeers his body and uses it to attack his own troops. Trapped within his head, he sees what it is like to be helpless. And with mutants like Magneto, who can crush his very body, suddenly the playing field changed. Now that the humans can protect themselves better, the Autobots don't need to intercede quite as much, and the Decepticons have a new (grudging) respect for the lifeforms they seek to trample. Plus, the public may just have a little more respect for the good that mutants can do.

If you're interested in more on Phantom, here's how things turn out for her:  
Phantom uses her charisma and connections to branch out, making friends and allies anywhere she can. Her wealth and unusual abilities draw her to people such as Emma Frost, Warren Worthington III, Tony Stark, and Bruce Wayne - people similar to her, who are affluent but have some trauma in their past and need to keep their alter-egos a secret. She also identifies with Snake-Eyes; though he's not wealthy, he also endured the tragedy of losing a (fraternal) twin.

Things go well for her for quite some time, but eventually she over-extends herself, and everyone seems to be making demands on her time all at once. Things get even more complicated when she starts to feel a faint whisper in her mind, different from the usual telepathy - her twin sister Lisa is in fact alive and well, but suffering from long-term amnesia. She has been adopted by a poor widower named MacAllister, but until she saw a picture of her famous sister in the paper, Lisa did not recall anything of her past beyond ten years old. Laurie helps her recover her memories but is dismayed that Lisa does not share her thirst for vengeance. She is also still angry at the perceived neglect of their father, George, and does not tell him that his other daughter is still alive. She remains protective of her brother Derek, who is 17 and only a low-level mutant. Lisa can use her powers to teleport and to heal injuries, as well as her telepathic abilities.

Laurie also finally manages to track down the killer that has haunted her family for centuries. The murders are carried out by a family named Greyson, who swears they have no knowledge of the incidents. Laurie threatens a young man her age named David, until she finally determines he is innocent and it is his older sister that is to blame. In a rage, Laurie rips into her mind, dislodging a memory block. Both women fall into a near-coma through the shock and trauma that resonates through their mindlink. Lisa helps heal them both. At this point I've forgotten the name of the Greyson woman, but she is devastated because she and her ancestors are in fact gulity of the murders, and Laurie is likewise in shock because she realizes that both her family and the Greysons are being manipulated. Someone wants to get rid of the Allen family, and if they wipe out the Greysons in retaliation, so much the better. It means that everything Laurie has fought for was a lie.

Laurie quickly recovers and sets off to find out who could mastermind such a plot over such a long timespan. Her search leads her to Apocalypse, who feared that the Allen family was becoming too powerful and might pose a threat. He had not anticipated that the slaughter would end up honing Laurie, who is pretty much a living weapon. She draws upon all her friends and family to unite and fight Apocalypse... and finally, through a massive effort, destroy him. Peace is made between the Allen and Grayson families. Laurie is left without a purpose in life... she never expected to reach her 20th birthday. Lisa takes her to stay with her adoptive father while she recovers. David Greyson meets her there, and all the agony of her past spills out, and she weeps for the first time since her mother's death when she was eight. She very gradually learns to live without constant hate and anger and find new purpose in life. She and her father often bicker because they are so much alike, but together they manage to overcome the grief of Laurie's mother's murder. And Laurie, who once hated David so much and sought to kill him, ends up marrying him... but insists on keeping her famous last name. She becomes pregant and delivers mischevous identical twin girls, with Laurie's black hair and David's blue eyes.

Thanks for reading! 


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